Susan Repo
MITEK SYSTEMSAbout Susan Repo
Independent director at Mitek Systems since 2021; age 57; currently Chair of the Audit Committee and member of the Nominating and Corporate Governance Committee; designated as an “audit committee financial expert.” She is CFO of ICEYE (since Feb 2021) and previously held senior finance roles at Tesla (Corporate Treasurer & VP Finance; CFO of Tesla Financial Services), COO at MariaDB, CEO/COO at DriveOn, CFO at Topia, and Senior Director of International Tax at Juniper Networks. Education: BS in Business Administration & Finance (USC), JD (Chicago‑Kent College of Law), and Master of Laws (Stanford Law School). The Board cites her capital markets experience, governance leadership, and technology/finance expertise as key qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICEYE | Chief Financial Officer | Feb 2021–Present | Finance leadership in earth observation data; oversight of capital and controls |
| Tesla | Corporate Treasurer & VP Finance; CFO, Tesla Financial Services | 2013–2018 | Raised nearly $13B; strategic balance sheet planning; built captive auto/energy leasing globally |
| MariaDB Corporation | Chief Operating Officer | 2019–2020 | Operational leadership at open-source data storage company |
| DriveOn | Chief Executive Officer & Chief Operating Officer | 2019 | Automotive fintech leadership |
| Topia | Chief Financial Officer | 2018 | Finance leadership at talent mobility platform |
| Juniper Networks | Senior Director, International Tax | 2007–2013 | Global tax leadership for networking products company |
External Roles
| Organization | Role | Committee | Notes |
|---|---|---|---|
| Matterport, Inc. | Director | Audit Chair; Nomination & Governance Committee member | Matterport agreed to be acquired by CoStar Group (~$2B) |
| Fiskars Group (Finland) | Director | Audit Committee member | Public company listed in Finland; audit oversight |
| GM Financial Bank (U.S.) | Director | Audit Committee member | Board service at GM subsidiary bank |
| Call2Recycle, Inc. (prior) | Director | Audit & Technology Committee Chair | Largest battery stewardship organization in North America |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit Committee (Chair); Nominating & Corporate Governance Committee (member) |
| Audit Committee Financial Expert | Designated by the Board under SEC rules |
| Attendance | Each director attended >75% of Board and applicable committee meetings in FY2024; “no member attended fewer than 75%” in FY2023 |
| Annual Meeting Attendance | All directors attended the 2024 annual meeting (in person or via phone) |
| Committee Meetings (FY2024) | Audit: 17; Nominating: 6; Compensation: 4 |
| Executive Sessions | Independent directors meet in executive session periodically per Nasdaq standards |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual base retainer (cash) | $50,000 | Paid quarterly |
| Audit Committee Chair fee (cash) | $12,500 | Paid quarterly |
| Total cash paid to Repo (FY2024) | $62,500 | Base + Audit Chair fee |
| FY2023 cash (reference) | $62,500 | Base + Audit Chair fee; no equity granted in FY2023 |
Performance Compensation
| Award Type | Grant Policy | FY2024 Stock Awards (fair value) | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Annual) | $170,000 grant on annual meeting date | $320,006 | Vest in full on earlier of one year from grant or next annual meeting (service-based) | FY2024 equity included catch-up for delayed FY2023 grants; equity retainer increased from $150,000 (FY2023) to $170,000 (FY2024) |
| RSUs (Initial) | $170,000 pro‑rated for mid‑year appointment | N/A (Repo appointed 2021) | Same service-based vesting | Applies to directors appointed/elected between annual meetings |
There are no performance‑conditioned metrics disclosed for director equity (awards are time‑based RSUs).
Other Directorships & Interlocks
| Company | Relationship to MITK (supplier/customer/competitor) | Potential Interlock Risk |
|---|---|---|
| Matterport, Inc. | Not disclosed | None disclosed in related‑party section |
| Fiskars Group | Not disclosed | None disclosed in related‑party section |
| GM Financial Bank | Not disclosed | None disclosed in related‑party section |
Related‑party transactions: None >$120,000 involving directors/officers since Oct 1, 2022, other than compensation programs.
Expertise & Qualifications
- Finance/accounting/audit; capital markets; corporate governance; strategic planning; international experience; executive compensation; technology; human capital management.
- Audit committee financial expert designation; audit chair experience across multiple boards.
- Education: BS (USC), JD (Chicago‑Kent), LLM (Stanford Law School).
- Notable achievement: raised nearly $13B at Tesla; established global captive leasing programs.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Held (as of Sep 30, 2024) | Notes |
|---|---|---|---|---|
| Susan J. Repo | 29,639 | <1% | 50,627 | % based on 46,167,636 shares outstanding (July 25, 2024) |
| Director Ownership Guidelines | Requirement | Compliance Status | Window | |
| Non‑employee directors | Own equity equal to 5× annual base retainer | All directors with ≥5 years of service were in compliance at FY2024 end; Repo joined in 2021 and is within 5‑year window | 5‑year time to compliance; no new equity awards if guideline not met in time |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with SEC “financial expert” designation; strong attendance (≥75%); substantial audit workload (17 meetings in FY2024); multi‑board audit leadership; cash/equity mix aligns incentives (FY2024: $62.5k cash; $320.0k equity).
- Alignment: Ownership guidelines at 5× retainer with defined compliance window; Repo holds 29,639 shares and 50,627 RSUs; equity retainer increased to maintain competitiveness; use of independent consultant F.W. Cook to benchmark director pay.
- Conflicts/Related‑party exposure: Company reports no related‑party transactions involving directors since Oct 1, 2022; no pledging/hedging disclosures specific to Repo are provided.
- Signals to monitor: Multi‑board workload typical for seasoned audit leaders; continued compliance with ownership guidelines expected within the 5‑year window given service commencement in 2021.
RED FLAGS: None disclosed regarding related‑party transactions, attendance shortfalls, or director pay anomalies; FY2024 equity catch‑up due to filing delays is explained and applied uniformly across non‑employee directors.